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ScoreBird

Terms and Conditions

These terms govern live scoring services provided by Scorebird, LLC, a Tennessee limited liability company located at 6001 Kenwood Drive, Nashville, TN 37215. By utilizing any of Scorebird's services, you are agreeing to these Terms and Conditions as amended from time to time.

1. Definitions

Application Program Interface (API): The set of routines, protocols and tools necessary to build software applications.

Customer Representative: An individual designated on the Order Form with authority to act for the Customer.

Documentation: Any online or printed user manuals or functional specifications provided by Scorebird that describe the functionality of the Services or Equipment.

Effective Date: Start date outlined on the Order Form.

Equipment: All hardware, equipment, tools, or other tangible personal property supplied or used by Scorebird in connection with performance of the Services.

Error: Any reproducible material failure of the Services to function in accordance with provided Documentation.

Facility(ies): The facilities for which Scorebird provides the Services as outlined on the Order Form.

Fee: Price for services and payment schedule per Order Form.

Order Form: The relevant purchase order, invoice, order intake form, or Live Scoring Services Form as applicable.

Organizations: The organizations, clubs, or schools outlined on the Order Form.

Score Data: The scores or statistics captured by Scorebird relating to the sports which are conducted at Facilities owned or operated by or on behalf of the Organizations.

Services: As defined in Section 2.

Software: Scorebird's proprietary software applications used to provide the Services, including any updates and derivative works thereof.

Software Development Kit (SDK): A set of software development tools used for the creation of a software application.

Term: As defined in Section 3.

2. Services

Services Provided

During the Term and subject to the terms of this Agreement, Scorebird shall provide the following services:

  • Provision of Scorebird's API and SDK for displaying Score Data on Customer's website or application
  • Supply of Equipment as outlined on the Order Form, with replacement if defective
  • Documentation for installation and operations
  • Technical and operational support of Scorebird's API, SDK, and the Equipment, including updates required for continued operation
  • Additional development work at Scorebird's current time and material rates

Customer Responsibilities

  • Pay the Fee
  • Provide scoreboard information where Equipment will be used
  • Maintain and store Equipment
  • Ensure Equipment is plugged in and ready at athletic events

License Grant

Scorebird hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right and license to access and display the Score Data on its platforms. All rights in the foregoing not expressly granted herein are reserved to Scorebird.

License and Use Restrictions

Customer shall not:

  • Copy, disassemble, reverse engineer, or decompile Software or Equipment
  • Modify or create derivative works
  • Transfer rights to other parties
  • Redistribute, rebroadcast, or otherwise use Customer Score Data or any similar data of other schools provided by Scorebird without express prior written permission

Equipment

The Equipment remains the property of Scorebird at all times, and Scorebird has the right to modify, update, or replace Equipment at any time. Customer is responsible for loss, theft, or damage to Equipment on premises, except ordinary wear and tear. Customer may not use any Equipment for any purpose other than the Services provided by Scorebird without prior written permission.

3. Term and Termination

Term

The term of this Agreement commences on the Effective Date, and will continue for the period of time as defined on the Order Form, after which it will automatically renew for additional terms of equal length to the original term unless otherwise terminated in accordance with this Section.

Termination for Cause

Either party can terminate upon written notice if:

  • Services are not meeting Customer's service level requirements
  • A party fails to pay delinquent amounts within ten days of written notice
  • Material breach of obligations occurs
  • Bankruptcy proceedings are instituted and not dismissed within 30 days

Termination for Convenience

Either party may terminate this Agreement at any time without cause by providing written notice at least sixty (60) days in advance of the effective date of termination.

Termination Payment

In the event of Termination for Cause by Scorebird or Termination for Convenience by Customer, Customer shall pay Scorebird a termination payment equal to all remaining payments that would otherwise be payable during the then current Term.

Return of Equipment

Upon termination of this Agreement, Customer will return all Equipment to Scorebird within ten (10) days of termination, unless otherwise agreed between the parties. If Equipment is not returned within such time period, Customer shall pay Scorebird an additional fee of seven hundred fifty dollars ($750) for each piece of Equipment not returned.

4. Party Representatives

In the Order Form, the Customer shall designate an individual with authority to act for the Customer in all matters pertaining to this Agreement, to receive notices and communications from Scorebird, and to deliver notices, communications, decisions, and approvals to Scorebird.

For all issues, notices, and communications regarding this Agreement, Customer may contact Scorebird at support@scorebird.com.

5. Disclaimers and Limitations

Disclaimer of Warranties

Other than as expressly set forth in this Agreement, Scorebird makes no, and hereby disclaims any, representations or warranties of any kind, express or implied, with respect to the Software, the Services provided, or the availability, functionality, performance or results of use of the Software or Services.

Without limiting the foregoing, except as specifically set forth herein, Scorebird disclaims any warranty that the Software, the Services provided by Scorebird, or the operation of the Software are or will be accurate, error-free, or uninterrupted.

Scorebird makes no, and hereby disclaims any, implied warranties, including without limitation, any implied warranty of merchantability, of fitness for any particular purpose, or arising by usage of trade, course of dealing, or course of performance.

Disclaimer of Consequential Damages

Scorebird has no liability with respect to the Software, Services, or its other obligations under this Agreement or otherwise for consequential, exemplary, special, incidental, or punitive damages (including without limitation loss of profits and the cost of cover) even if Scorebird has been advised of the possibility of such damages.

Limitations of Remedies and Liability

Scorebird's total liability to Customer for any reason and upon any cause of action including without limitation, breach of contract, negligence, strict liability, misrepresentations, and other torts, is limited to the fees paid to Scorebird by the Customer during the one year period immediately preceding the events giving rise to the liability.

6. General

Force Majeure

“Force Majeure Event” means any act or event that prevents a party from performing obligations and is beyond the reasonable control of and not the fault of the nonperforming party. This does not include economic hardship, market changes, or fund insufficiency. The nonperforming party is excused from performance but must resume immediately when able.

Assignment

Customer shall not assign any of its rights under this Agreement, except with the prior written consent of Scorebird. Any change of control transaction is deemed an assignment hereunder. Any purported assignment of rights in violation of this Section is void.

Governing Law & Venue

The laws of the State of Tennessee (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to this Agreement. Claims must be brought exclusively in a court of competent jurisdiction sitting in Nashville, Tennessee. Each party submits to jurisdiction and waives venue objections.

Recovery of Litigation Costs

If any legal action or other proceeding is brought for the enforcement of this Agreement, the unsuccessful party shall pay to the successful party its reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which the successful party may be entitled.

Entire Agreement

This constitutes the final agreement between the parties. It is the complete and exclusive expression of the parties' agreement on the matters contained in this Agreement. All prior negotiations are expressly merged into and superseded by this Agreement.

Amendments

The parties can amend this Agreement only by a written agreement of the parties that identifies itself as an amendment to this Agreement.

Scorebird, LLC — 6001 Kenwood Drive, Nashville, TN 37215